ZBH · 8-K · 20260805PR335108
Acquisitions and Partnerships
ZIMMER BIOMET HOLDINGS, INC. · 2026-08-05 · Importance 56 · Surprise 58 · No source text
Zimmer Biomet’s 2024 acquisitions involved $355.8 million of fair value consideration, comprising $294.8 million of cash and $61.0 million of contingent consideration, and generated $202.9 million of goodwill. The 2023 acquisitions, including Embody, involved $410.9 million of fair value consideration, including $272.4 million of initial consideration and $138.5 million of contingent consideration, and generated $215.0 million of goodwill. The Embody acquisition included 1.1 million shares valued at $135.0 million, $19.5 million of cash, and up to $120.0 million of additional consideration, while Zimmer Biomet repurchased 1.9 million shares to limit dilution. Zimmer Biomet recognized $27.0 million of intangible assets in 2025 for technology-access agreements, down from $205.8 million in 2024, with a seven-year weighted average amortization period and approximately $15.0 million of remaining contractual payments recorded as current liabilities.
Key facts
- The Monogram CVRs may result in up to approximately $570 million in additional consideration if milestones are achieved through 2030. source
- Company has contractual development, distribution and other arrangements not accounted for as business combinations that may result in future payments dependent on events; estimated payments could range from $0 to approximately $225 million. source
- In 2025 the company paid $1,393.2 million, net of cash acquired, for the acquisitions of Paragon 28 and Monogram, and paid $52.4 million related to ownership rights or access to various technologies recognized as intangible assets. source
- In the annual 2025 goodwill impairment test, estimated fair values of Americas Orthopedics and Asia Pacific reporting units exceeded carrying values by more than 25 percent. source
- Zimmer Biomet paid $175.9 million in initial consideration for Monogram and estimated contingent consideration liability of $211.3 million, allocating $201.6 million to additional consideration and $9.7 million to accelerated vesting expensed as an acquisition-related cost. source
- Fair value of consideration transferred for the 2024 acquisitions: $355.8 million. source
- Goodwill recorded for the 2024 acquisitions: $202.9 million. source
- Fair value of consideration transferred for the 2023 acquisitions: $410.9 million. source
Impact estimates
| metric | direction | stage | expected | basis |
|---|---|---|---|---|
| assets | positive | realized | +2.7% | The fair value of consideration transferred for Paragon 28 was $1,276.5 million and net assets acquired were $656.4 million, resulting in… |
| operating_income | negative | realized | -1.2% | In 2024, recognized intangible assets of $205.8 million related to such agreements with weighted average amortization period of 8 years… |
| assets | positive | realized | +1.1% | Monogram acquisition goodwill recorded in 2025: $263.0 million allocated to Americas. |
| operating_income | negative | realized | -0.6% | Acquisition, integration, divestiture and related expenses were 0.9 percent of net sales in 2025 compared to 0.3 percent in 2024. |
| operating_income | negative | realized | -0.5% | Zimmer Biomet paid $175.9 million in initial consideration for Monogram and estimated contingent consideration liability of $211.3… |
| operating_income | negative | realized | -0.4% | Technology intangible assets subject to amortization from the 2024 acquisitions: $112.5 million with weighted average amortization period… |
| liability | negative | realized | -0.1% | November 15, 2023 acquisition initial consideration: $60.7 million of cash and includes additional consideration up to $20.0 million… |
| liability | negative | contingent | -0.0% | November 15, 2023 acquisition initial consideration: $60.7 million of cash and includes additional consideration up to $20.0 million… |
| liability | negative | contingent | — | The Monogram CVRs may result in up to approximately $570 million in additional consideration if milestones are achieved through 2030. |
| liability | negative | contingent | — | Company has contractual development, distribution and other arrangements not accounted for as business combinations that may result in… |
| cash | negative | realized | — | In 2025 the company paid $1,393.2 million, net of cash acquired, for the acquisitions of Paragon 28 and Monogram, and paid $52.4 million… |
| assets | positive | realized | — | In 2025 the company paid $1,393.2 million, net of cash acquired, for the acquisitions of Paragon 28 and Monogram, and paid $52.4 million… |